While You Were Sleeping
by TheLennoxFan
Summary: "I- I was having a dream about you. A sexy dream," she whispered. "It was quite graphic and now I see why."


**A/N:** So, this is a fic I wrote for a prompt over at lj's glee_kink_meme. I also want to thank my beta over at lj as well. :)

I am working on another follow up for Say Hello to My Little Friend and You Got a Friend in Me, so be looking for that in the next week or so. This, of course, is totally unrelated.

Enjoy! Leave a review if you want to make my day! :)

**Disclaimer:** I own nothing

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Quiet dialogue from _Steel Magnolias_ and deep breathing filled the large, dark room. Two bodies took up the pull out against the wall across from the entertainment center, one in the recliner, and four more lay across carpet covered floor. The long forgotten film played on the television facing the group of teenagers, the pictures flashing across the flat screen casting a blue shadow throughout the space.

Quinn lay on her back staring at the ceiling and wondering how anyone else could sleep with Mercedes' buzz saw-like snoring echoing off of the toffee colored walls. She sighed and rolled onto her side. She was greeted by silky brown locks spilling across the pillow next to her own and the profile of the girl sleeping beside her. A year ago, she would have been disgusted with herself for willingly being within touching distance of Rachel, yet here she was, practically spooning the girl. The pregnancy debacle had changed her perception of the brunette, however. When she had found herself in Rachel's shoes, being tortured the way she had tortured her peers for years, it made her hyper aware of how she treated those closest to her. Having given birth and the resulting baby being taken to Nebraska by her adoptive parents seven months prior, her body and popularity were nearly back to their original states. Still, she had grown close to her club mates, even Rachel, and refused to revert back to her original treatment of them.

Granted, she had moved closer to the brunette consciously during _Van Helsing _when she became aware of Brittany beginning to pant quietly and noticed the blanket covering her lap as well as Santana's moving suspiciously. She quickly realized that one of the Latina's hands was MIA and when Brittany grabbed her thigh by accident, trying to find something to hold on to, she suddenly thought of a song suggestion for sectionals to talk to Rachel about and crawled as close to the girl as she could get without sitting in her lap.

Also, she may have or may not have become relatively close friends with the diva in recent months. If she was honest with herself, Rachel was probably the best friend she had, excluding maybe Mercedes. Santana and Brittany were great for gossip and girl talk, but they spent most of their time fucking random guys, fucking Puck, or just fucking each other and Quinn did not want any part of that. Rachel was brutally honest and completely uninhibited and it was so wonderfully refreshing to the blonde who had been surrounded by shallow brown nosers most of her life. The very traits that had initially caused her to hate the girl were now seen as endearing and almost adorable. Even so, Rachel still grated on her nerves occasionally and she was known to occasionally snap at the brunette, but neither girl had expected to ever be able to call the other a friend. Never in a million years.

Quinn rolled back onto her back. She pulled her cell phone out from under her pillow. 3:30. She almost groaned. She opted for a displeased sigh and closed her eyes, attempting to will herself to sleep. She began counting. When she was young and unable to sleep, not willing to disturb her mother for fear of punishment, she had always counted as high as she could until sleep over took her. She got to 462 when she began to drift off.

She was almost in the grips of the sandman when she heard a small moan from the girl laying closest to her. She almost ignored it until she heard a quiet gasp. She reluctantly cracked open an eye and glanced at the singer. The girl was definitely still asleep. Quinn sighed again and prepared to try to coax herself back to dreamland.

Her eyes were just sliding shut and then – a whimper. She was concerned now. She sat up and studied Rachel. The brunette was lying on her back, her head tilted back. Quinn noticed that her blankets were balled up in her closed fists, but thought nothing of it. What had her worried was the way Rachel's chest was rapidly rising and falling and the sound of the soft pants issuing from her open lips. She was definitely having a nightmare.

She grabbed a tanned bicep and squeezed. "Hey Berry, wake up," she whispered, trying not to wake the others.

"Quinn?" came, the mumbled reply.

"Yeah, it's me. You were having a nightmare."

"Mmmm… You're so gorgeous."

Quinn squinted down at the girl in confusion. "Thank you?" She shook her head and prepared to move back to her own pallet. A small hand clutching at her forearm stopped her.

"Get back here, you." Rachel's voice, though muddled with sleep, was playful and laced with something that Quinn didn't even want to consider.

"Rachel?" Quinn attempted to pull her arm from the girl's curiously strong grasp, but before she could free herself she was tugged forcefully towards the brunette, who was still lying upon the floor. She lost her balance and tumbled on top of the smaller girl.

"That's better."

Quinn ignored Rachel's random statement and quickly pushed herself up on her hands on either side of Rachel's head and her knees between the singer's legs. She would have blushed at the fairly intimate position if she weren't concerned about her friend's sanity. She leaned down and examined the girl beneath her for any visible injuries from having been almost smothered.

"Rach! Are you okay?" she squeaked out, trying to keep her voice low.

"God, Quinn, you feel so good," was literally moaned up at the blonde.

"Shhhh! Jesus, Berry, do you want to wake everyone up?" Quinn hissed. She cursed silently when she heard Kurt shifting on the pull-out and stilled, not wishing to be seen practically laying on top of the brunette.

Quinn was getting ready to slap the girl beneath her when realization crashed upon her. During their entire exchange, not once had she seen Rachel open her eyes. Her random statements that had nothing to do with what Quinn had been saying to her should have alerted her that the girl was still in a deep sleep**,** that and the fact that Rachel was acting totally out of character. She grinned down at the girl and resisted the urge to throw her head back and laugh, instead lapsing into silent giggles.

She gripped the brunette's shoulders and firmly shook her. "Rach, wake up!" she whisper shouted.

Rachel just groaned and bucked her hips up. "Quinn…"

Quinn raised her eyebrows and sighed. She figured it would be much easier just to let the girl finish her dream than keep trying to wake her up. She shifted to move off of her but froze when Rachel whimpered and rolled her hips up. She blushed when she realized just where her thigh had been nestled during the entire exchange. Panic pumped through her and she jerked violently in her attempt to jump off Rachel. This reaction, unfortunately, only caused her to press harder into the brunette. This elicited a loud gasp from the shorter girl. Quinn couldn't hold back a small moan as lithe hips bucked up against her thigh through the blanket separating them.

"God Quinn, harder!"

That was when it dawned on Quinn. Rachel was having a sex dream. About her. She blushed a deep red and thanked the gods that the others in the room were sleeping. She gazed down at the girl below her. The girl's head was thrown back, her face and neck still flushed. However, her breathing had returned back to normal and she appeared to be sleeping somewhat peacefully once again.

Quinn's blush darkened when an idea hit her. No, that wouldn't do at all. She quickly pushed it to the back of her mind. She would not be taking advantage of the girl while she slept. Still, it was appealing. She hadn't even told Mercedes about her crush on Rachel and she had lived with her for almost a year and considered her more of a sister than the one she was related to by blood. Even so, what was one touch?

She reached out and hesitantly brushed dark locks out of the girl's face before running her hand across a smooth cheek and down the elegant curve of her neck. The brunette sighed at the contact. Quinn, curious now, allowed her pale fingers to continue their journey further south, exploring the taut, tank top covered stomach, pushing the light blanket down as she went. She felt the muscles under her fingers flex at her touch.

She lowered her face and pressed a soft kiss to a tanned chin before kissing a line to her ear, nipping and sucking at the skin she found there. From there, she relocated her lips and tongue to the smooth column of Rachel's neck. She tried her hardest not to suck or bite, fearing that she may leave a mark that would be discovered in the morning. She opted instead to lave her tongue around on every inch of bare skin she could reach. She paid special attention to the girl's collar bone, dragging her moist tongue back and forth over the protruding bone. When she had finally gotten enough of the taste that was uniquely Rachel, she sat up and admired the slumbering girl.

She really hadn't meant for it to go further than a few innocent touches, honestly, she hadn't, but she couldn't stop a wandering finger from circling a soft, fabric covered mound. She then palmed the soft tissue, squeezing gently. She smirked when Rachel arched into her hand as she lightly pinched the pointed peak through the tank top. She couldn't recall a time when she had been so thankful for someone not having worn a bra to bed before. She treated Rachel's other breast to the same pampering before she really considered what she was doing.

She was perving on a sleeping girl. It was worse than that, really. She was molesting Rachel freaking Berry while she slept, unaware of what was transpiring. She really should hate herself for doing this, but she was so turned on, she couldn't bring herself to care. Apparently Dream Rachel didn't care either, because the brunette was squirming beneath her impatiently.

Quinn hesitated. When she was fondling Rachel's stomach and breasts, she could always claim that she had been getting up for a drink of water and tripped over the girl and fallen as long as her hands were both above the belt, but she could almost smell Rachel's arousal and her mouth was watering just thinking about moving her hands lower. She looked around to see if the others were still sleeping. As far as she could tell Mercedes was the only one that had moved, only rolling over in the recliner.

She licked her lips and moved her gaze back to Rachel. She considered her options before shifting so she could pull the blanket down past both of their feet. The brunette whimpered softly, reaching out into the empty air. Quinn grinned and moved closer, her breath catching when a tanned hand caught her sleep shirt and pulling her closer.

Her fingers trailed down towards the waistband of Rachel's entirely too short shorts. She played with the decorative bow she found there, trying to decide whether she really should go through with it. Of course she shouldn't, her mind told her, but even as she argued with herself, her fingers were sneaking under the elastic keeping her from the girl's most private parts. Fuck it. She was already going to hell anyway.

She quickly found that Rachel was not wearing panties of any sort when all she felt was a small patch of soft curls that tickled her finger tips. She grinned and moved lower. She bit back a groan when her fingers slipped through dripping folds. Rachel squirmed and whimpered quietly. She fumbled around a bit before her fingers found what they had been searching for. She slowly circled the little bud of nerves, smirking when Rachel whimpered and wiggled beneath her.

When she ran her fingertip over the swollen flesh, the sleeping girl arched into her hand. Amazed, Quinn teased the little nub until Rachel's head was thrashing from side to side and was making small mewling sounds, her eyes still tightly closed. She pinched the little bundle and had to clap her hand over Rachel's mouth when a loud groan burst through her lips. She sat up and frantically surveyed the other occupants of the room. When she was confident that everyone was still sleeping, she contemplated stopping and not pushing her luck any further. But one look at the brunette, with her chocolate locks stuck to her forehead with sweat, her flushed face, and open lips, she knew she had to finish what she had started, if only for her own sake.

Her hand resumed its ministrations in the little pink shorts. Once she was satisfied with her attention to Rachel's clit, her hand ventured to the girl's entrance. She realized that she had no idea whether the singer was a virgin or not. Cautiously, she probed the opening with her index finger. The small girl squirmed slightly. Ever so gently, as to not wake Rachel, Quinn slid a single finger into the warm, wet heat. Rachel continued to writhe and moaned quietly. When Quinn's finger came in contact with a thin layer of skin, she ceased her movements. She knew she couldn't take that from Rachel, no matter how much she wanted to. She knew she was already asking, no- begging for karma to strike her dead by fucking a girl while she slept on unaware, but taking the girl's innocence without consent would be unforgivable.

She withdrew her digit, drawing a disappointed sound from Rachel. She shook her head and went back to work on Rachel's clit. She rubbed her palm back and forth over the engorged flesh. She was forced to cover Rachel's mouth once again to muffle her pleased sounds that were growing progressively louder and more frequent. Quinn decided that she probably needed to speed things along so she could go back to her bed of blankets and pretend that the whole situation had never happened.

The next few moments were spent with Quinn quickly, but gently, rubbing her hand and fingers through Rachel's wetness, trying to create as much friction as possible without jostling the girl below her to consciousness. Rachel was making generally obscene noises into Quinn's palm and bucking her hips up incessantly to meet the pale hand buried in her shorts. Quinn had no idea how the girl was so active in her sleep while she herself could barely manage to walk to the bathroom and get her pants down when she woke in the middle of the night.

She was broken from her reverie by a series of guttural grunts issued into her hand. She could feel the brunette beginning to shake against her and could feel the singer's abs clenching under her own. The veins in her tan neck were protruding and her breathing had become erratic.

Quinn felt shudders starting to wrack the smaller girl's body when brown eyes suddenly snapped open. Wide and questioning, they met terrified hazel before they rolled back. Rachel's entire body arched into Quinn's and with a breathy squeak into the pale palm, she came. Watching the girl below her was the most erotic thing she had ever seen in her life, even though she knew there would be hell to pay when the brunette came back around. Rachel gave a final shiver and a low groan before she relaxed and let her eyes flutter open.

The blonde lifted her hand away from the singer's mouth slowly, savoring each moment before she would be forced to explain herself. The girl beneath her continued to pant for a few moments before opening her mouth to speak.

"Quinn, not that I'm complaining or anything," she paused to catch her breath again before continuing in a whisper, "but what was that?"

Quinn squeaked a few times before she finally was able to form a coherent sentence. "I'm so sorry, Rachel. I don't know what possessed me to do that. Well, I do. I mean, I think I do. It started totally innocent, I promise. I didn't mean to… Well, you were moaning in your sleep and then you said my name and I've wanted to do that for a long time and you're just so pretty and I like you and I was so turned on and I was only going to wake you up but then I kind of violated you." She grimaced, "Sorry about that again."

Rachel blushed and looked away. "I- I was having a dream about you. A sexy dream," she whispered. "It was quite graphic and now I see why."

"I was being serious when I said I liked you," Quinn swallowed, trying to keep her voice low. "I like you a lot."

"I am fully aware of that, considering your hand is still in my pants."

Quinn flushed and pulled her hand quickly from the front of Rachel's pajamas and wiped it on her own shirt. Rachel smiled lazily and propped herself up on her elbows.

"I will have you know that the only thing I am unhappy about concerning this entire situation is that I was asleep through most of it."

Quinn's eyes widened and she squirmed uncomfortably at the new wave of arousal that had settled between her thighs due to Rachel's intense gaze and those ever darkening chocolate orbs.

"Did you orgasm?"

"Rachel!" Quinn exclaimed in a hoarse whisper, breaking eye contact and looking anywhere but at the girl that was still beneath her.

"What? It's a simple question. I was only wondering if you had pleasured yourself while you molested me during my slumber, not that I am complaining, of course. It was a lovely way to wake up."

Quinn buried her face in her hands, wishing she was dreaming. "No. I didn't."

"Do you want to?"

Quinn peeked between two of her fingers at her friend. "What?"

"Because if you so desire, I am willing give you release. However, if we continue this, I would suggest moving into another room so as not to disturb the others. I fully intend to make you scream."

"I- I," was all Quinn was able to squeak out in disbelief.

"Excellent," Rachel whispered with a seductive smile as she jumped up and pulled Quinn behind her up the stairs.


End file.
